P.C.JAIN J. - (1.) THE Registrar of Companies, Rajasthan, Jaipur, has filed this petition under Section 439(5) read with Section 433(c) and (f) of the Companies Act, 1956, against the Jaipur Stock Exchange Ltd., which is a company incorporated under the Companies Act (hereinafter referred to as 'the company'). Through this petition, the Registrar of Companies has prayed that the company be ordered to be wound up by this court on the various grounds mentioned in paras 8 to 14 of the petition read with Section 433(c) and (f) of the Act. After presentation of the petition, this court issued a show -cause notice to the company as to why the petition should not be admitted and published. After the service of the petition, Shri U.N. Bhandari appeared on behalf of the company and filed a reply to the petition. The reply is signed by Shri R.C. Goenka, director of the company. In the reply, the company prayed that the winding -up petition be summarily dismissed.
(2.) SHRI M.R. Calla has filed a petition on behalf of S/Shri P.N. Malpani, A.K. Baweja, Subash Kasliwal, Shyam Sundar Mundra and Raman Ram Niwas, said to be the directors of the company, contending that the petition be served upon the said directors and they should be treated as the Jaipur Stock Exchange Ltd. and should be allowed to be heard and the other directors of the company, including Shiv Kumar Mansinghka, be not allowed to represent the Jaipur Stock Exchange Ltd. A copy of thepetition was given to Shri U.N. Bhandari, who filed a reply contending that the allegations made in the petition filed by Shri P.N. Malpani and others, are not maintainable and that the questions raised in the petition by Shri P.N. Malpani and others cannot be decided or adjudicated upon in the petition for winding up. It was also submitted in the reply that Shri P.N. Malpani and others are not interested in defending the winding up petition ; but, on the contrary, they are interested in prolonging the proceedings so that the necessary recognition under the provisions of the Securities Contracts (Regulation) Act, 1956, may not be granted to the company by the Central Government and the other competent authorities. It was also alleged in the reply that the petition filed by Shri Malpani and others is at the behest of certain interested persons, including the two companies - -Mewar Stock Exchange Ltd. and Pink City Stock Exchange Ltd., which are headed by influential persons in the business world. It was also submitted that S/Shri P.N. Malpani and A.K. Baweja are also promoters and directors of one of the rival companies, viz., Pink City Stock Exchange Ltd., which is deeply interested in scuttling the efforts of the company to seek recognition under the Securities Contracts (Regulation) Act. In the petition filed by Shri P.N. Malpani and others, it was contended that the certificate of incorporation was issued to the company on December 28, 1983. Before the expiry of 18 months from the date of incorporation, the first annual general meeting was required to be held by the company under para 50 of the articles of association. It was thus contended that on or before June 27, 1985, no annual general meeting was held. It was also submitted that in view of para 69 of the articles of association, the council of management is to retire on the first annual general meeting and, thus, the council of management automatically became defunct, as the first annual general meeting of the company was not held. In the petition, the petitioners further contended that three promoters, viz., S/Shri P.N. Malpani, A.K. Baweja and Subash C. Kasliwal, sent a notice dated December 18, 1985, to the president of the company, as the requisition for convening an extraordinary general meeting and they themselves called a meeting under para 55 of the articles of association on March 15, 1986, and, in the meeting held on March 15, 1986, the election of the new council of management was held and the following members were elected as directors: 1. Shri P.N. Malpani 2. Shri A.K. Baweja 3. Shri Subash C. Kasliwal 4. Shri Shyam Sunder Mundra 5. Shri Raman Ram Niwas
(3.) THEREAFTER , a meeting of the board of directors was held on March 17, 1986, in which Shri P.N. Malpani was elected as president and Shri Raman Ram Niwas as vice -president. Shri Subash C. Kasliwal was elected as treasurer. It was further contended that the new president asked the former members of the council of management to deliver possession of the office of the company with all its assets. Thus, it was submitted that Shri Shiv Kumar Mansinghka and his seven associates did not represent the Jaipur Stock Exchange Ltd. and, as such, they cannot be allowed to be represented in the company petition.;